SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_____________________________________
POST
EFFECTIVE AMENDMENT NO. 2 TO
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
______________________________________
United
American Corporation
(Exact
Name of Registrant as Specified in Its Chapter)
Florida
95-4720231
(State of
Incorporation)
(I.R.S. Employer Identification No.)
220
De La Coulee
Mount
Saint Hilaire, Quebec, Canada J3H 5Z6
(514)
788-4890
(Address
and Telephone Number of Principal Executive Offices)
2003
STOCK OPTION PLAN OF STUDIO BROMONT, INC.
(Full
Title of the Plan)
Cane
Clark, LLP
3273
E. Warm Springs Rd.
Las
Vegas, NV 89120
(702)
312-6255
(Name,
Address and Telephone Number of Agent for Service)
CALCULATION
OF REGISTRATION FEE
|
Title
of Securities to be Registered |
Amount
to be Registered
(1) |
Proposed
Maximum Offering Price Per Share (2) |
Proposed
Maximum Aggregate Offering Price (2) |
Amount
of Registration
Fee (3) |
|
Common
Stock
$0.001
par value |
4,000,000
Shares |
$0.09
Per
Share |
$360,000.00 |
$45.61 |
(1)
This
registration statement covers the common stock issuable upon the exercise of
options issued under our 2003 Stock Option Plan (the “Plan”) to employees and/or
consultants of the registrant. This registration statement shall also cover an
indeterminable number of additional shares of common stock which may become
issuable under the Stock Option Plan by reason of any stock dividend, stock
split, re-capitalization or any other similar transaction effected without the
receipt of consideration which results in an increase in the number of the
registrant’s outstanding shares of common stock.
(2)
The
Proposed Maximum Offering Price Per Share is calculated in accordance with Rule
457(h) of the Securities Act of 1933, as amended, based upon the exercise price
of $0.14 per share. The Proposed Aggregate Maximum Aggregate Offering Price is
based on the Proposed Maximum Offering Price Per Share times the total number of
shares of Common Stock to be registered. These amounts are calculated solely for
the purpose of calculating the registration fee pursuant to Rule 457(h)(1) under
Securities Act of 1933, as amended.
(3)
1,000,000
of the underlying shares authorized under the Plan were registered on June 24,
2003 pursuant to the original Registration Statement 333-106413. A fee of $7.36
was paid in connection with the original Registration Statement. 3,000,000
additional shares were authorized and registered under the Plan on August 4,
2004 pursuant to Post-Effective Amendment No. 1 to the Registration Statement
333-106413. A fee of $60.81 was paid in connection with the Post-Effective
Amendment No. 1 to the Registration Statement.
________________
Copies
to:
Kyleen E.
Cane
Cane
Clark LLP
3273 E.
Warm Springs Rd.
Las
Vegas, Nevada 89120
(702)
312-6255
_________________
Explanatory
Note
This
Post-Effect Amendment No. 2 ("the Amendment") to the Registration Statement on
Form S-8 (Registration No. 333-106413) (the "Original Registration Statement")
of United American Corporation (f/k/a Studio Bromont, Inc.), a Florida
Corporation (the "Company"), is being filed by the Company to register an
additional 4,000,000 shares of the Company's common stock, par value $0.001,
issuable under the Company's 2003 Stock Option Plan (the "Plan").
Incorporation
of Prior Registration Statement by Reference
The
Company hereby incorporates by reference into this Amendment the contents of the
Original Registration Statement.
PART
II
Information
Required in the Registration Statement
|
Exhibit
Number |
Description
of Document |
|
4.1 |
United
American Corporation Amendment No. 1 to 2003 Stock Option Plan *
|
|
4.2 |
|
|
5.1 |
|
|
10.1 |
2003
Stock Option Plan * |
|
23.1 |
|
- - - - -
- - - - - -
*
Previously filed in Form S-8 filed June 24, 2003, File No.
333-106413
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant, United
American Corporation, certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing a Form S-8 and has duly caused this
Post Effective Amendment No. 1 to Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized,
in the
City of Mount Saint Hilaire, P.Q., on this 13th day of
May, 2005.
United
American Corporation
By: /s/
Benoit
Laliberte
Benoit Laliberte
Principal
Executive Officer
Principal
Accounting Officer
Pursuant
to the requirements of the Securities Act of 1933, this Post Effective Amendment
No. 2. to Registration Statement has been signed by the following persons in the
capacities indicated below on May 13th,
2005
SIGNATURE TITLE
/s/ Benoit
Laliberte
Chief
Executive Officer, Chief Financial
Benoit
Laliberte
Officer,
and Director